The Transmogrification of Eunice
by DeLordOfFanFiction
Summary: Based on The Transmogrification of Eunice from Ben 10 UA. Constructive criticism accepted, but this is my first story, so go easy. Full summary inside. Lots of lemons included.
1. Chapter 1 To The Rescue

** The Transmogrification of Eunice**

**Intro: Gwen, Ben and Julie have been having casual and threesome sex recently, and when Kevin intercepts a distress signal and Ben, Kevin and Gwen rush off to the rescue. Guess what they found? Based off the episode "The Transmogrification of Eunice" in Ben 10 Ultimate Alien Season 2. **

"Yes, Ben, Yes! I'm gonna c-cum!" Both girls screamed out at the same time. Ben grinned as 16 year olds Julie Yamamato and Gwendolyn Tennyson's vaginas gave out. Vaginal fluid spurted all over Ben. Quickly, he licked it all off, and said, "Round Two?"

Both girls smiled and nodded. Gwen was about to start sucking on Ben's firm and erect dick when, on his desk, his phone rang. Rushing over and picking it up, Ben looked at the screen and realized it was a call from Kevin. Both girls realized that their little sex escapade had to stop for now. Julie and Gwen slipped on their lingerie and picked up their shirts. Julie slid on her skirt while Gwen, skirt in hand, pulled on her stockings.

Ben answered the call. "Ben? You there? We've got a distress signal. Get Gwen and meet me at your high school! We'll drive off from there."

Ben disconnected the call and told the girls what happened. "Uh, Julie? Do you need a ride back home?" He asked her. The trio went to the garage and picked up Ben's car.

"No,thanks. This signal of yours might be important. I'll take a taxi." Julie replied. She continued, "Anyway, I left Ship at home. He might be lonely." Ben and Gwen nodded.

Gwen and Ben got into his car, "See you later then!" Ben said. And he started driving towards his high school, not sure what might be awaiting him and Gwen.

Author's Note: So that is the first chapter for The Transmogrification of Eunice! If you would like to review, please do it constructively. For those who want more lemon, there will be some between Ben and Eunice next chapter. I know it is short, but sorry. Next Chapter will be up soon.


	2. Chapter 2 Rape?

** The Transmogrification of Eunice**

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**Thanks SNHunter for your review – I know the first chapter makes me sound like a paedophile – but everyone is anyway for actually reading M rated porn fanfictions, right? Lol.**

**Chapter 2: Ben:Rapist!**

** "We're here," Kevin stated. After meeting Ben and Gwen, they had already started driving off towards their destination. "Oh, man. Great." Bringing up his Plumber badge, Ben saw that it was flashing repeatedly.**

** "Wait - where's Gwen?" Ben looked around in confusion. "Guys! Look what I found!" Gwen's voice called. "We're coming!" Ben and Kevin replied in unison.**

** Walking towards where Gwen's voice seemed to come from, they found her with her hands on a sort of pod. "What IS that?" Kevin asked, "Looks like a pod of some kind."**

** "It IS a pod, Kevin. Aren't you great at recognizing alien tech?" Gwen asked. Kevin's face turned red. "Well, I usually am. But we have something much more important to attend to." Kevin held up his badge and Gwen nodded in reply.**

** "I'll stay here while you guys go off." Ben said, "You two alright with it?" Both of them shrugged. Getting in Kevin's car, Gwen yelled, "Meet you at Mr Smoothie's in 6 hours!"**

** Kevin drove off. Suddenly, a voice called behind Ben. "Human DNA sampled and randomized." With a hissing sound, the pod opened. Ben stared. Inside was a girl. A beautiful, NAKED girl. Ben's member started to harden and he could only mutter "Wow" in ecstasy.**

** Ben reached out for the girl's breasts, but she moaned and started to wake up. Ben recoiled instantly. As the girl sat up and rubbed her eyes, Ben asked, "Uh, hi. My name's Ben. What's yours?" The girl shrieked, and covered her breasts and entrance immediately. "Eunice." She replied, blushing fervously.**

** Ben took off his jacket and passed it to her. "Thanks." Eunice said. "Erm, where do you live? Can I give you a lift?" Ben asked.**

** "Well, I have no memory of myself, only my name. Sorry." Eunice added. "Well, you can stay at my place for a few nights if you want."Ben replied. " Really? Thank you!" Eunice exclaimed.**

** Eunice got into the passenger seat and Ben got into the car as well. They set off. Ben's jacket only covered Eunice's body from her neck to her waist, and she forgot to cover her pussy. Once in a while, Ben would sneak a peek at it, and continue driving.**

** Soon, they reached Ben's house. Ben told her to take a bath. As Eunice started bathing, Ben peeked in. Eunice had perfect C cups, with a shaven pussy that was pinkish in colour. His eyes goggled. Eunice was slim and had beautiful long, blonde hair. All in all, she had a body to kill for.**

** Dark fantasies came into Ben's mind. He could only wish that she would have sex with him. He already had had lots of fun with Julie and Gwen. Suddenly, a light bulb switched on in Ben's head. Who needed her to allow him to have sex with her?**

** As Eunice came out of the shower still dressed in Ben's pinned her to the wall with his arms. "Ben? What are you doing?" She asked. Ben knelt down, and with one hand, stroked her pussy gently. Biting her lip, Eunice screamed, "What are you doing, Ben? Please... Stop!"**

** Ben started licking her pussy. Eunice could do nothing but moan softly. Ben was in heaven. Slowly, he undid her jacket, and licked her breasts while using one of his hands to finger her pussy. Eunice continued moaning. She gave in to him.**

** Deep down below, Ben could keep control no longer. He felt much heat in between his legs. He took off his jeans, and out fell a firm, erect cock. "You're such a slut. Now suck my dick." He said to Eunice. She knelt down, and sensually started to suck on his member, not forgetting to lick up and down his shafts.**

** "Wow, you're a good sucker. Oh..." Ben muttered. With a hungry glint in his green eyes, he said, "Let's take it to the next level." Eunice nodded slowly.**

** Eunice went down on her hands and legs like a dog. Holding her hips in his hands, Ben started shoving his dick into her entrance, Eunice moaning all the time.**

** Suddenly, she screamed, "I'm gonna cum!" and loaded lots on cum onto his penis. Ben smiled. "That was fun."**


	3. Chapter 3 Telling of Truth

** The Transmogrification of Eunice**

**Hi. Sorry, no sex in this chapter for lemon-lovers. But this chapter contributes a lot to the plot. Thanks to people whom actually read this story, but please review!**

**Chapter 3: The Truth**

**Ben and Eunice quickly dressed. After several rounds of love-making, semen and vaginal fluid was already all over Ben's room. Eunice also pulled on a pair of Ben's jeans. They were too long for her, but they would do until she got new clothes.**

** Ben grabbed a wet rag and started cleaning away the cum off the walls off the floor. Eunice copied his example and soon, the walls were clean; in fact, one could almost say they were sparkling. "Hey, Eunice. Let's go to the mall. You need some clothes of your own." Ben suggested.**

** Eunice nodded, then immediately hesitated. "But I don't have any money. How will I pay you back?" Ben smiled wickedly. "Why, you can have more sex with me, of course." Eunice smiled back. "I'm so glad that my first was with you, Ben." Ben shrugged.**

**...**

** At the mall, Eunice and Ben strolled into a girl's lingerie shop, with racks full of colourful lingerie. Eunice grabbed a few sets of her liking, and pulled Ben into a changing room along with her. She took off her jacket and jeans, and Ben once again marveled at her beauty and assets.**

** As Eunice wore the first pair, a pink set with frills along the edges, Ben shook his head. She changed into a yellow bra and panty with a sun design on top. Another shake of the head from Ben. However, when she changed into a plain white pair, Ben remembered when he first met Eunice, a shy girl, innocent in every aspect. The lingerie made her look like a sexy goddess. He nodded and told her to wait.**

** Dashing out of the changing room, he grabbed 2 more sets, plain pink and black. Going into the changing room once more, he found Eunice fully dressed. Leaving the frilly pink and yellow sets on the floor, he told her to buy the white one and the sets he chose. "What if I don't like them?" She asked playfully.**

**"Then," Ben replied, "I'll do this." He pulled off Eunice's jacket and ****jeans, and started sucking on her tits while rubbing her ass and plunging his fingers into her pussy. "Yes, Ben, oh, yes, I'll get them, please fuck me." Eunice moaned into his ear. Ben started nibbling on her ear. "No, darlin', I got nuthin in store for the slutty whore right now."**

** Procuring a credit card from his wallet, Ben waited for Eunice to dress. After they had bought her lingerie, they headed off to a clothes store. Eunice chose a pair of pink tank tops, with a matching set of white skirt and shorts. Eunice went into a changing room with Ben waiting outside. When she came out, Ben's eyes widened at the sight of her. She was, in his eyes, perfect. Eunice purred seductively.**

** Ben regained his composure. "Eunice, I'm meeting up with my friends. I'm going to introduce you to them. They might be... different from other people, so don't freak out when you see what they look like and what they are able to do." Eunice nodded. She told Ben to wait for a moment, dashing into a nearby shop. She came out with a small plastic bag, and when Ben peeked inside he saw it was full of stockings.**

** "Huh?" He asked, not very communicatively. "To make myself sexier for the only guy I have ever met whom is truly worthy of this slutty pussy of mine." Eunice replied. Ben smiled.**

**...**

** "Hey, guys!" Ben yelled. Kevin and Gwen were already at their favourite spot at Mr Smoothie's, sipping away at their blueberry smoothies. Gwen and Kevin waved back. Walking over to them, Ben introduced Eunice, and Kevin and Gwen introduced themselves as well.**

** After talking to Kevin and Gwen about their Plumber mission, Ben called up Julie to meet her at his house. Getting Gwen to show her abilities, he asks Kevin to do the same. Thoughtfully, Eunice asks, " You guys are Osmosians and Anodites?" Gwen and Kevin replied with a shrug each. Ben suddenly cuts in, "See what can I do!" and transforms into Grey Matter. "Oh, man." Ben says in Grey Matter's intellectual, squeaky voice, "I wanted Swampfire. Stupid Ultamatrix."**

** A lightbulb flashes in his head. "I'm going to the toilet," He says. He crawls up Eunice's shorts and through her panties. He started to rub her vagina, giving it a lick once in a while. "Ben..."Eunice moans softly. She knew that it only could be him.**

** Crawling out of Eunice's soaking wet panties, he reverts back to himself with a bright green flash. With thier goodbyes, the four of them departed, Eunice and Gwen going in Ben's car.**

** Driving back to his house, he, Gwen and Eunice got off the car to meet Julie. After introducing Eunice to Julie and Julie to Eunice. **_Now's the time,_** he thought. He would tell Gwen and Julie about his relationship with Julie. "Erm, Gwen, Julie? The truth is..." Eunice looked towards him as well. He gulps. "I've been having sex with Eunice."**

** 3 seconds passed by and Julie and Gwen stood there, stunned. They got one word out of their mouth: "WHAT?"**

**...**

**Thanks for reading! Ben has admitted the truth! What will happen next chapter? Keep reading to find out! Note that sex scenes will be highlighted in red letters from now on. Please review. Thanks!**


	4. Chapter 4 High on Hormones

** The Transmogrification of Eunice**

**Hey people! Thanks Pyrojohn (if thats your real name) for your review, I always need more to edit stuff, make them better. Anyway, there is a LOT of lemon in this chapter, so lemon worshippers, rejoice!**

**Chapter 4: High on hormones: Teenagers run wild**

** "WHAT?" Gwen and Julie's replies still lingered on their lips. Angrily, Gwen marched up straight to Ben and with an evil glint in her eyes, said : "It's time for your punishment." She moved closer to Ben, so close that her breasts were actually pressed to Ben's chest.**

** Ben moaned in arousal. "Why, Ben? You don't like it? Well, it's your punishment. Let your dick and yourself take it like a man." Gwen said. Magically, she stripped herself of her clothes, and Ben silently rejoiced that Eunice was not the only one with a great body.**

** "My dick?" Ben asked in an innocent tone. Gwen pressed her vagina to Ben's wet jeans, and not from water. She purred, "Benjamin Kirby Tennyson, you know exactly what I'm talking about." She used her pink Anodite energy as solid bonds and used them to pin Ben to the ground. She used her powers to strip Ben of his clothes as well.**

** Gwen sat down and squeezed her boobs around Ben's penis, moving it up and down. Ben valiantly tried to fight back, he was being raped by his cousin! Actually, the first time they had sex, it was Ben raping her, but this time, his useless efforts reminded him of how much she had wanted to stop the time both had lost their innocence. **

** However, Ben could not reach the Ultimatrix and free himself; Now, Gwen lay on top of him, head beside his dick, and gave him a blowjob. Ben moaned. He loved sex, but it felt better when he was in command. He cocked his head to the side towards Eunice and Julie for help, but they were busy masturbating.**

** Gwen had her head to Ben's dick but in this position, his head was below her vagina. He lifted it up and started sucking on it, nibbling at the sides and making sure that his tongue was penetrating her pussy.**

** With her mouth around Ben's dick, Gwen sat up and a low moan escaped her lips. Turning her head back, she let loose another two energy bonds to press his face down. "This is MY punishment for YOU," she said. Then, she continued, "But since you don't like this, let's try something else – how about a footjob?"**

** Gwen sat down beside Ben's body, and lifted her two feet. Enclosing them around his dick, she started rubbing it. Ben continued moaning. "Oh Gwen you slut..." Gwen smirked. She was in total control.**

** She continued rubbing her feet against Ben's dick. Once again, he moaned in ecstasy. "Please, Gwen, stop – since you like my dick so much, stop or it won't be in your pussy for quite some time." **

** Gwen smiled a mysterious smile. "Who said I need you to put your dick in my slutty pussy? Whores like me don't need a consent to fuck others." She stood up and started to sit on Ben's penis with her vagina, cowgirl style. **

** With a moan, Gwen started riding Ben's cock. Soon, she gave up, and so did Ben, as both cummed into each other, she crumpled in a heap beside Ben, released her energy bonds, and said softly and gently, "Thank you Ben... I'm glad my first was you." He sat up and traced her breasts, saying "Thank you too." Ben smiled, turned his head, and said, "Julie? Would you like to punish me too?" Wordlessly, she came over and straddled him. A smile came over her face. "Let's do it."**

**Hi, readers! Thanks for sticking with this series so long, and please review! Sorry I haven't been able to write for so long – writer's block. Next chapter, Benlie galore, and afterwards, as I call it, Bennice (Ben/Eunice), both being lemons**


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